What is Company Valuation & How to Calculate It? Methods Explained

Limited Liability Partnership (LLP)

An LLP is a hybrid business structure that combines the benefits of a company (limited liability) with the flexibility of a partnership. Some key features include:

• Minimum two partners required
• Liability of partners is limited to their contribution
• No minimum capital requirement
• Fewer compliance requirements than a company
• Separate legal identity from its partners

One Person Company (OPC)

Introduced under the Companies Act, 2013, an OPC allows a single individual to operate a corporate entity. It offers:

• Limited liability
• Separate legal identity
• Easier fundraising compared to a sole proprietorship
• Greater credibility in business dealings

However, OPCs face limitations like:

• Restrictions on fundraising
• Mandatory conversion if turnover exceeds ₹2 crore or capital exceeds ₹50 lakh
• Cannot have more than one member

Conversion of OPC to LLP

OPC conversion to LLP is governed by the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. While direct provisions for OPC-to-LLP conversion are not explicitly provided, companies (including OPCs) can be converted into LLPs under Section 366 of the Companies Act and the Second Schedule of the LLP Act.

Understanding the Legal Provisions for Conversion of OPC to LLP

The legal path for converting an OPC to an LLP involves:

• Section 366 of the Companies Act, 2013 (deals with companies being converted into LLPs)
• Second Schedule of the LLP Act, 2008 (provides the procedure for such conversions)
• Form FiLLiP and Form 18 under the LLP Rules, 2009

Note: Prior approval from the Registrar of Companies (ROC) is mandatory.

Related Read: ROC Compliance Calendar for 2025–2026

Eligibility Conditions and Compliance Steps for Conversion

To be eligible for conversion:

• Before conversion, the OPC must have at least two shareholders (LLPs require a minimum of two partners).
• No active defaults in filing annual returns, income tax, or other statutory dues.
• All secured creditors (if any) must give their consent.
• The company should not have applied for winding up or struck-off status.

Compliance steps include:

1. Holding a Board Meeting and passing a resolution for conversion
2. Increasing the number of members/directors to meet LLP requirements
3. Obtaining name approval through RUN–LLP or FiLLiP form
4. Filing Form FiLLiP and Form 18 with ROC
5. Executing an LLP Agreement within 30 days of incorporation

Looking to switch from OPC to LLP? Get professional help for a smooth and compliant business conversion with Razorpay Rize's LLP Registration Service.

Documents Furnished along with Form 18

Form 18 is the declaration for conversion and must be supported with:

• Board resolution for conversion
• Consent of all shareholders
• Statement of assets and liabilities certified by a CA
• List of creditors and their consent
• Latest income tax return acknowledgement
• Copy of PAN card and Aadhaar of all proposed partners
• Address proof of the registered office of the LLP
• NOC from the property owner (if rented office)

Procedure for Conversion of OPC to LLP

Here’s a step-by-step breakdown:

1. Board Resolution: Approve the conversion plan and authorise directors to file the necessary forms.
   
   
2. Increase Number of Members: Since an LLP requires at least two partners, the OPC must first induct another shareholder.
   
   
3. DIN & DSC: Ensure all partners have a Director Identification Number (DIN) and Digital Signature Certificate (DSC).
   
   
4. Name Approval: Apply for name reservation using RUN–LLP or through FiLLiP.
   
   
5. Form FiLLiP Filing: File FiLLiP with ROC for incorporating the LLP.
   
   
6. Attach Form 18: While filing FiLLiP, attach Form 18 with the required documents.
   
   
7. Certificate of Incorporation: On approval, the ROC will issue a Certificate of Incorporation for the LLP.
   
   
8. Execute LLP Agreement: Draft and file the LLP Agreement within 30 days.
   
   
9. Apply for PAN, TAN & GST: Update statutory registrations with new LLP details.
   
   
10. Close OPC Bank Account & Update Records: Close existing bank accounts of OPC and update stakeholders.

Frequently Asked Questions (FAQs)

Partnership Firm Registration

The registration of a partnership firm in India involves submitting an application to the Registrar of Firms in the respective state where the firm operates. While registration is optional, it is advised that the firm be registered to avail themselves of the benefits of legal rights and avoid future disputes.

The application for registration must be signed by all the partners or their agents. Once the application is verified, the Registrar of Firms records the partnership firm’s details in the Register of Firms and issues a Certificate of Registration. This certificate acts as an official recognition of the partnership firm.

The entire process is relatively simple and involves submitting basic documents, some of which we’ll discuss below.

Documents Required for Partnership Registration

When registering a partnership firm, you must provide a set of documents. These documents ensure that your firm is legally compliant and prepared for operations. Let's walk through each essential document you must submit during the registration process.

Partnership Deed

A partnership deed is a foundational document that outlines the mutual rights and obligations of the partners. While it’s technically possible to have an oral agreement, putting everything in writing helps avoid misunderstandings down the line. This document must be prepared on judicial stamp paper (available at your state’s registrar's office) and must be signed by all partners.

The partnership deed should cover important details such as:

• The name of the partnership firm and its partners
  
• The firm's registered office address
  
• Profit and loss-sharing ratios
  
• Capital contributions from each partner
  
• Duration of the partnership
  

Having this document in place not only protects the interests of each partner but also ensures smooth operation and decision-making within the business.

Documents of Firm

To register the firm, you'll need to provide the firm’s PAN card, which can be obtained by filing Form 49A on the NSDL website. The authorised partner can apply using their digital signature certificate, or you can opt to submit the physical documents to the nearest PAN processing centre.

You’ll also need to provide proof of address for the firm’s registered office. This could be:

• Rent agreement (if the office is rented)
  
• Utility bills like electricity, water, or gas (not older than 2 months)
  
• No Objection Certificate (NOC) from the landlord if the office is rented or from the owner if it’s owned by the firm
  

Documents of Partners

Each partner in the firm must submit their PAN card as proof of identity. If any partners don’t have a PAN card yet, it’s important to apply for one promptly. Additionally, partners must provide address proof like:

• Voter ID
  
• Aadhaar card
  
• Driving License
  
• Passport
  
• Utility bills (again, not older than two months)
  

These documents are required to verify the identity and address of all partners, ensuring everything is transparent and official.

Additional Documents for Registration

Along with the partnership deed and documents of the firm and partners, you’ll also need to submit the following:

• Affidavit: An affidavit certifying that all the details in the partnership deed and the supporting documents are accurate.
  
• ID and address proofs of both the firm and all partners must be provided during the registration process.
  

GST Registration

If your firm is involved in business transactions and earning above the prescribed GST limit, you’ll need to register for GST. The process requires submitting:

• The firm's PAN number
  
• Address proof of the firm
  
• Identity and address proofs of partners
  

The authorised signatory for GST registration must sign the application using a digital signature certificate or E-Aadhaar verification.

Related Read: Partnership Firm Tax Rate Explained

Current Bank Account

Once your firm is registered, opening a current bank account is a key step to keeping the firm’s finances in order. For the bank account, you'll need:

• Partnership deed
  
• Firm's PAN card
  
• Address proof of the firm
  
• Identity proofs of all partners
  
• Partnership registration certificate (if applicable)
  
• GST certificate (if applicable)
  
• Recent utility bills (not older than three months)
  
• Authorisation letter for the bank account signatory on the firm's letterhead
  

Related Read: Difference Between Partnership Firm and LLP

Conclusion

While the process of forming a partnership firm is straightforward, one important step that should never be overlooked is registration. Though it's not mandatory, registering your partnership firm brings numerous benefits that can protect your interests and help you navigate the complexities of business operations.

By registering your firm, you get the legal backing that validates your business structure, helping you build credibility with potential clients, suppliers, and financial institutions. It also ensures that you have access to the legal rights and protections available under the Partnership Act of 1932, which could prove essential if you need to resolve disputes or defend your business against legal challenges.

Take the time to ensure everything is in place, and your partnership firm will be poised to face challenges head-on and build a successful future.

Frequently Asked Questions

What is a Shareholding Pattern?

A shareholding pattern is essentially a report that outlines the proportion of a company's shares held by different categories of investors. Think of it like a cake that's divided into slices of varying sizes, with each slice representing a different type of shareholder. Just as the size of each slice tells you how much of the cake belongs to whom, a company's shareholding pattern reveals who owns how much of the company's equity.

This information is vital for investors because it helps them understand the level of control and influence different shareholders have over the company. For instance, if the promoters (founders and their associates) hold a significant portion of the shares, they are likely to have a greater say in the company's strategic decisions. On the other hand, a company with a diversified shareholding pattern, where no single entity holds a majority stake, may be less susceptible to the whims of a few powerful shareholders.

Starting your company? Get expert help with company registration and set up a clear, compliant shareholding structure from day one.

Analysis of Shareholding Pattern

When it comes to shareholding pattern analysis, there are a few key thumb rules that investors should keep in mind:

1. Promoter Stake: Generally, a higher promoter stake is seen as a positive sign, as it indicates that the founders have skin in the game and are confident about the company's future prospects. However, if the promoter stake is too high (say, above 75%), it could be a red flag, as it allows them to make decisions that may not always be in the best interest of minority shareholders.
2. Institutional Holding: A significant holding by institutional investors, such as mutual funds and foreign portfolio investors (FPIs), is often viewed favourably. These entities have the expertise and resources to thoroughly analyse a company before investing, so their presence acts as a vote of confidence.
3. Public Shareholding: A higher public shareholding (retail investors and high net-worth individuals) is generally desirable, as it indicates broader participation and better liquidity in the stock.
4. Changes Over Time: It's important to track changes in the shareholding pattern over time. For example, if promoters are consistently selling their shares or if institutional investors are steadily increasing their stake, it could signal a shift in the company's prospects or investor sentiment.

Real-life examples can help illustrate these points. Jeff Bezos gradually reduced his Amazon stake to fund ventures like Blue Origin and diversify wealth. Despite this, Amazon remains a market leader and investor favourite—showing that stake reduction isn't always a negative signal.

Who Owns Shares in a Company?

A company's shareholding is typically divided among four main categories of investors:

1. Promoters: Promoters are the founders and controlling shareholders of the company. They are involved in the day-to-day management and decision-making processes. A high promoter stake often indicates their confidence in the company's future prospects.
2. Public Investors: Public shareholders include individual retail investors who buy and sell shares through the stock market. While each individual investor may hold a small percentage, collectively, they can own a significant portion of the company.
3. Institutional Investors: Institutional investors are professional investment firms such as mutual funds, insurance companies, foreign institutional investors (FIIs), and domestic institutional investors (DIIs). Their large holdings can influence the company's stock price and management decisions.
4. Employees: Many companies offer employee stock ownership plans (ESOPs) as part of their compensation packages. Employees who own shares have a vested interest in the company's success.

Here's a simple example: Imagine Yum Yum Foods is a popular restaurant chain. The founders (promoters) own 50%, mutual funds own 20%, foreign investors own 10%, and the remaining 20% is with the public. This ownership pattern shows the promoters have significant control, institutions are confident, and there's enough public float for good liquidity.

Why Should You Care About the Shareholding Pattern?

As an investor, paying attention to a company's shareholding pattern is crucial for several reasons:

1. Control: The shareholding pattern reveals who has control over the company's decision-making. If a single entity (like the promoters) holds a majority stake, they can significantly influence the company's direction.
2. Investor Confidence: A diversified shareholding pattern with a significant institutional presence signals that the company is trustworthy and has a strong growth potential. On the flip side, if promoters or key investors are exiting the company, it could be a warning sign.
3. Liquidity: Companies with a higher public shareholding tend to have better liquidity, making it easier for investors to buy and sell shares.
4. Risk Assessment: By analysing the shareholding pattern, investors can identify potential red flags, such as a high promoter pledge (promoters using their shares as collateral for loans) or a low free float (shares available for trading).

Think of it like buying a used car. You'd want to know who the previous owners were, how long they held it, and why they sold it. The car's ownership history gives you clues about its quality and reliability. Similarly, a company's shareholding pattern and changes in it over time provide insights into its attractiveness as an investment.

By paying attention to the shareholding pattern, you can assess the level of risk and potential rewards associated with investing in a company.

Ways to Check the Shareholding Pattern of a Company

There are three main ways to check a company's shareholding pattern:

1. Company website: Most companies have an 'Investor Relations' section on their website where they post shareholding pattern reports quarterly.
   

Steps to Check SHP on a Company’s Website:

1. Visit the official website of the company
2. Navigate to the Investor Relations or Investors section
3. Look for ‘Shareholding Pattern’, ‘Corporate Disclosures’, or ‘Regulatory Filings’
4. Open and download the report

2. Stock exchange websites:
   Both NSE and BSE provide shareholding data for all listed companies.
   

For NSE:

Visit www.nseindia.com

Search for the company

Click the name → go to ‘Financials’ → ‘Shareholding Pattern’

For BSE:

Visit www.bseindia.com

Search by company name or code

On the left menu, click ‘Shareholding Pattern’

3. MCA website: The Ministry of Corporate Affairs (MCA) maintains a database of all registered companies in India. For a small fee of ₹50, you can access a company's shareholding information and other financial filings.
   

Steps to Check Shareholding Pattern via MCA:

1. Visit www.mca.gov.in
2. Click on ‘MCA Services’ → ‘View Public Documents’
3. Search for the company by name or CIN (Corporate Identification Number)
4. Pay ₹50 per document (e.g., Form MGT-7 includes the shareholding pattern)
5. Download the document after payment.

Some experts favour high promoter and institutional holdings for long-term stability, while others prefer diversified ownership for better governance. Ultimately, SHP is one of several factors, alongside financials, growth, and management to consider when investing.

Conclusion

Understanding a company’s shareholding pattern helps investors gauge control, confidence, and risks. It offers insight into governance through promoter, institutional, and public holdings. While not the sole metric, it plays a vital role in evaluating a company’s outlook.

Smart investors always include SHP in their due diligence.

Frequently Asked Questions